<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1999

                                       OR

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _____________

                        Commission file number: 001-13749

                             COLUMBIA CAPITAL CORP.
            --------------------------------------------------------
            (Name of small business issuer specified in its charter)

                 Delaware                                    11-3210792
      ---------------------------------                 -------------------
      (State or other jurisdiction                       (I.R.S. Employer
      of incorporation or organization)                 Identification No.)

                   1157 North 5th Street, Abilene, Texas 79601
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                  915-674-3110
                ------------------------------------------------
                (Issuer's telephone number, including area code)


                   1157 North 5th Street, Abilene. Texas 79601
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


         Securities registered under Section 12(b) of the Exchange Act:

                                                     Name of each exchange
         Title of each class                          on which registered
         -------------------                         ---------------------
                None                                         None

         Securities registered under Section 12(g) of the Exchange Act:

                    Common Stock, $0.001 par value per share
                    ----------------------------------------
                                (Title of Class)
<PAGE>


Check whether the issuer: (i) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has been
subject to such filing requirements for the past 90 days. Yes X  No
                                                             ---   ---

The number of shares outstanding of the issuer's Common Stock as of May 15, 1999
was 12,775,000 shares.

Transactional Small Business Disclosure Format (Check one):   Yes    No X
                                                                 ---   ---

         THIS QUARTERLY REPORT ON FORM 10-QSB (THE "REPORT") MAY BE DEEMED TO
CONTAIN FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS IN THIS REPORT OR
HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE DOCUMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"), REPORTS TO THE COMPANY'S
STOCKHOLDERS AND OTHER PUBLICLY AVAILABLE STATEMENTS ISSUED OR RELEASED BY THE
COMPANY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH
COULD CAUSE THE COMPANY'S ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING)
OR ACHIEVEMENTS TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR
OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON MANAGEMENT'S BEST ESTIMATES BASED
UPON CURRENT CONDITIONS AND THE MOST RECENT RESULTS OF OPERATIONS. THESE RISKS
INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS SET FORTH HEREIN, EACH OF WHICH COULD
ADVERSELY AFFECT THE COMPANY'S BUSINESS AND THE ACCURACY OF THE FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN.


                                       ii
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

<TABLE>

                                                COLUMBIA CAPITAL CORP.
                                              CONSOLIDATED BALANCE SHEET
                                    SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED) AND
                                        YEAR ENDED DECEMBER 31, 1998 (AUDITED)
<CAPTION>

                                                                                    June 30,           December 31,
                                   ASSETS                                             1999                 1998
                                                                                   (Unaudited)           (Audited)
                                                                                ------------------   ------------------
<S>                                                                             <C>                  <C>
Current assets
   Cash and cash equivalents                                                    $       1,313,714    $         268,400
   Interest bearing deposits with banks                                                   501,000              501,000
   Accounts receivable, net                                                               156,793              447,844
   Prepaid expenses                                                                       458,486              582,633
   Federal income tax receivable                                                          358,085               81,602
   Other assets                                                                           115,000                    -
                                                                                ------------------   ------------------
       Total current assets                                                             2,903,078            1,881,479

Premises and equipment                                                                  1,886,591            1,763,326
   Less accumulated depreciation                                                          461,095              260,381
                                                                                ------------------   ------------------
       Net property and equipment                                                       1,425,496            1,502,945

Other assets
   Deferred tax asset                                                                      26,582               34,113
   Goodwill, net of accumulated amortization of $105,510 and $81,162                      868,414              892,762
                                                                                ------------------   ------------------
       Total other assets                                                                 894,996              926,875
                                                                                ------------------   ------------------

          TOTAL  ASSETS                                                         $       5,223,570    $       4,311,299
                                                                                ==================   ==================


                    LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
   Accounts payable                                                             $       1,425,186    $         298,840
   Accrued expenses and other liabilities                                                 804,951              265,521
   Current portion of note payable - American State Bank                                   11,887               11,395
   Notes payable - related party                                                          975,954              700,000
   Accrued interest payable                                                                36,575                5,945
                                                                                ------------------   ------------------
       Total current liabilities                                                        3,254,553            1,281,701

   Long term portion of note payable - American State Bank                                133,683              143,182
                                                                                ------------------   ------------------
       Total liabilities                                                                3,388,236            1,424,883

SHAREHOLDER'S EQUITY
   Common stock , $.001 par value; 50,000,000 shares
       authorized; 12,775,000 issued and outstanding                                       12,775               12,765
   Additional paid-in capital                                                           2,187,255            1,990,715
   Retained earnings                                                                     (364,696)             882,936
                                                                                ------------------   ------------------
       Total shareholders' equity                                                       1,835,334            2,886,416
                                                                                ------------------   ------------------

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $       5,223,570    $       4,311,299
                                                                                ==================   ==================

</TABLE>


                     The accompanying notes are an integral
                part of these consolidated financial statements


                                       2
<PAGE>

<TABLE>

                                                 COLUMBIA CAPITAL CORP.
                                       CONSOLIDATED INCOME STATEMENTS - UNAUDITED
<CAPTION>


                                                       For the Three Months                 For the Six Months
                                                          Ended June 30,                      Ended June 30,
                                                ----------------------------------   ----------------------------------
                                                     1999                 1998             1999               1998
                                                ---------------    ---------------   ----------------   ---------------

<S>                                             <C>                <C>               <C>                <C>
REVENUE
     Pride                                      $       62,000     $       84,000    $       146,000    $      179,000
     Credit card                                       843,063          2,734,217          3,516,332         4,698,934
     Banking                                                 -            237,194             73,842           465,389
     Mail operations                                    24,751            261,959            173,520           442,415
     Courier                                                 -             20,500                950            42,385
     Fi-Scrip                                          329,617                  -            356,691                 -
     Other                                               1,654              4,192              1,654             9,316
                                                ---------------    ---------------   ----------------   ---------------
         Total operating revenue                     1,261,085          3,342,062          4,268,989         5,837,439

EXPENSES
     Salaries and employee benefits                    795,109            780,222          1,715,292         1,451,505
     Equipment and software lease                      877,205            437,870          1,475,727           828,320
     Facilities rent                                   100,341            114,974            201,182           220,163
     Repair and maintenance                            116,377            139,972            253,839           274,855
     Depreciation                                       99,607             38,222            189,282            70,801
     Amortization of goodwill                           12,174             12,174             24,348            24,348
     Computer and office supplies                       68,935            165,872            164,722           292,764
     Telephone                                          69,810            284,464            148,744           440,305
     Professional and outside services                 121,022            143,547            453,929           267,390
     Taxes                                              25,586             21,442             53,546            36,941
     Travel and entertainment                           19,087             37,648             41,562            51,703
     Other operating                                   174,438            142,726            579,113           211,579
                                                ---------------    ---------------   ----------------   ---------------
         Total operating expenses                    2,479,691          2,319,133          5,301,286         4,170,674
                                                ---------------    ---------------   ----------------   ---------------

INCOME (LOSS) FROM OPERATIONS                       (1,218,606)         1,022,929         (1,032,297)        1,666,765

     Interest income                                    13,639             12,670             24,060            21,546
     Interest expense                                  (24,712)           (22,607)           (49,322)          (68,545)
                                                ---------------    ---------------   ----------------   ---------------
Other Total other expense                              (11,073)            (9,937)           (25,262)          (46,999)
                                                ---------------    ---------------   ----------------   ---------------

INCOME (LOSS) BEFORE TAX                            (1,229,679)         1,012,992         (1,057,559)        1,619,766

     Income tax expense (benefit)                     (426,006)           346,117           (357,519)          550,720
                                                ---------------    ---------------   ----------------   ---------------

NET INCOME (LOSS)                               $     (803,673)    $      666,875    $      (700,040)   $    1,069,046
                                                ===============    ===============   ================   ===============

Basic earnings (loss) per share                 $        -0.06     $         0.05    $         -0.05    $         0.09
                                                ===============    ===============   ================   ===============

Diluted earnings (loss) per share               $        -0.06     $         0.05    $         -0.05    $         0.08
                                                ===============    ===============   ================   ===============
</TABLE>


                     The accompanying notes are an integral
                part of these consolidated financial statements


                                       3
<PAGE>


<TABLE>
                                                 COLUMBIA CAPITAL CORP.
                               CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                     SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED) AND
                                         YEAR ENDED DECEMBER 31, 1998 (AUDITED)



                                                 Common Stock                                    Accumulated
                                      -----------------------------------       Paid-In           (Deficit)
                                          Shares             Amount             Capital            Earnings             Total
                                      ----------------   ----------------   ----------------    ---------------    ----------------

<S>                                        <C>           <C>                <C>                 <C>                <C>
BALANCE - DECEMBER 31, 1997                12,500,000    $        12,500    $     1,681,230     $     (481,739)    $     1,211,991

     Issuance of common stock                 265,000                265            281,485                                281,750
     Stock options                                                                   28,000                                 28,000
     Net loss                                       -                  -                             1,364,675           1,364,675
                                      ----------------   ----------------   ----------------    ---------------    ----------------

BALANCE - DECEMBER 31, 1998                12,765,000             12,765          1,990,715            882,936           2,886,416

     Issuance of common stock                  10,000                 10             16,990                                 17,000
     Acquisition of Fi-Scrip                                                        179,550           (547,592)           (368,042)
     Net income                                     -                  -                  -           (700,040)           (700,040)
                                      ----------------   ----------------   ----------------    ---------------    ----------------

BALANCE - JUNE 30, 1999                    12,775,000    $        12,775    $     2,187,255     $     (364,696)    $     1,835,334
                                      ================   ================   ================    ===============    ================
</TABLE>

                     The accompanying notes are an integral
                part of these consolidated financial statements


                                       4
<PAGE>

<TABLE>

                                                COLUMBIA CAPITAL CORP.
                                   CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED
<CAPTION>


                                                           For the Three Months              For the Six Months
                                                              Ended June 30,                    Ended June 30,
                                                     -------------------------------  -------------------------------
                                                           1999           1998             1999             1998
                                                     --------------- ---------------  --------------- ---------------

<S>                                                  <C>             <C>              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net (loss) income                                   $     (803,673) $      666,875   $     (700,040) $    1,069,046
 Adjustments to reconcile net income to
   net cash provided by operations
     Depreciation and amortization                           50,396          50,396          213,630          95,150
     Deferred income taxes                                     (922)         11,674            7,531         145,557
   (Increase) decrease in
     Accounts receivable                                   (199,048)       (273,446)          14,568        (319,750)
     Deposits, prepaid expenses and other assets             46,047        (707,051)           9,147        (809,760)
     Increase in accruals and accounts payable              841,206         238,409        1,696,406         740,022
                                                     --------------- ---------------  --------------- ---------------
Net cash (used in) provided by operating activities         (65,994)        (13,143)       1,241,242         920,265

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of fixed assets                                         -        (346,079)        (111,833)       (444,520)
 Proceeds from the sale of fixed assets                      50,206               -                -               -
 Investment in subsidiary                                         -              -          (368,042)              -
 Investment in interest bearing deposit                           -               -                -        (300,000)
                                                     --------------- ---------------  --------------- ---------------
Net cash provided by (used in) investing activities          50,206        (346,079)        (479,875)       (744,520)

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from line of credit, net of payments               (4,708)        (50,000)         266,947        (290,000)
 Issuance of common stock                                         -         213,750           17,000         213,750
                                                     --------------- ---------------  --------------- ---------------
Net cash (used in) provided by financing activities          (4,708)        163,750          283,947         (76,250)
                                                     --------------- ---------------  --------------- ---------------

NET (DECREASE) INCREASE IN CASH
   AND CASH EQUIVALENTS                                     (20,496)       (195,472)       1,045,314          99,495

Cash and cash equivalents at beginning of period          1,334,210         312,828          268,400          17,861
                                                     --------------- ---------------  --------------- ---------------

CASH AND CASH EQUIVALENTS AT JUNE 30,                $    1,313,714  $      117,356   $    1,313,714  $      117,356
                                                     =============== ===============  =============== ===============

SUPPLEMENTAL DISCLOSURE
 OF CASH FLOW INFORMATION:
   Interest paid                                     $       24,712  $        9,937   $       49,322  $       46,999
   Taxes paid                                                     -         436,000                -         436,000
</TABLE>


                     The accompanying notes are an integral
                 part of these consolidated financial statements


                                       5
<PAGE>


                             COLUMBIA CAPITAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1:         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         PRINCIPLES OF CONSOLIDATION

         The accompanying consolidated financial statements include the accounts
         of Columbia Capital Corp. (the Company) and its wholly-owned
         subsidiaries, First Independent Computers, Inc. ("FICI") and Fi-Scrip,
         Incorporated ("Fi-Scrip"). Intercompany accounts and transactions have
         been eliminated.

         ORGANIZATION AND NATURE OF OPERATIONS

         The Company was organized under the laws of the State of Delaware on
         February 5, 1993. The Company completed a private offering of its
         common stock in November 1993 (See Note 2).

         FICI was incorporated on October 21, 1983, pursuant to the provisions
         of the Texas Business Corporation Act. FICI's business activities
         include the processing of credit card purchases for numerous businesses
         in various industries throughout the United States and data processing
         for various banks.

         Fi-Scrip, a Nevada corporation, engages in the financial services
         business by marketing computer processing services for Automated Teller
         Machines ("ATM's") transactions, debit terminal transactions and
         Electronic Benefits Transfer system ("EBT") transactions. Fi-Scrip and
         its co-venturer, Norstar, Inc., of Orlando, Florida, an entity in which
         Fi-Scrip has a 25% ownership interest, contract with merchants and
         independent service organizations for deployment of terminals and
         services.

         MANAGEMENT REPRESENTATION

         Management believes the financial statements include all adjustments
         necessary in order to present a fair presentation and ensure that the
         financial statements are not misleading.

         CASH AND CASH EQUIVALENTS

         The Company considers investments with an original maturity of three
         months or less to be cash equivalents.

         USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the consolidated financial statements and the reported amounts
         of revenues and expenses during the reporting periods.
         Actual results could differ from those estimates.

         ACCOUNTS RECEIVABLE

         The Company utilizes the allowance method for uncollectible accounts
         receivable. Management estimates the uncollectible accounts and
         provides for them in the allowance. The balance of the allowance for
         uncollectible accounts was $596,350 and $270,000 at June 30, 1999 and
         December 31, 1998.


                                       6
<PAGE>

                             COLUMBIA CAPITAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED


         REVENUE RECOGNITION

         The Company recognizes revenue when services have been provided to the
         customer.

         PROPERTY, PLANT AND EQUIPMENT

           Fixed assets of the Company are reported at historical cost.
           Depreciation and amortization on assets purchased are computed by the
           following methods and useful lives:

                Furniture and fixtures          Straight-line            5 years
                Electronic equipment            Straight-line          5-7 years
                Automobiles                     Straight-line          3-5 years
                Office equipment                Straight-line            5 years
                Computer software               Straight-line            3 years

           Depreciation is computed using the straight line method over the
           estimated useful lives for financial statement purposes and an
           accelerated method of cost recovery over statutory recovery periods
           for tax purposes. Repairs and maintenance are expensed, whereas
           additions and improvements are capitalized.

           INTANGIBLE ASSETS

           Intangible assets are reported at historical cost and consist of
           goodwill. Goodwill is amortized using the straight-line method over
           20 years. The Company has adopted the provisions of Statement of
           Financial Accounting Standards ("SFAS") No. 121, under which the
           Company reviews its long-lived assets for impairment whenever events
           or changes in circumstances indicate that the carrying amount of the
           asset may not be recovered. No provision for impairment has been
           recognized with respect to the Company's long lived assets.

           PREPAID ASSETS

           The Company has expenditures which benefit future periods which are
           recorded as prepaid assets or deferred costs and are amortized on a
           straight-line basis over the estimated or known period of benefit.
           Such prepaid assets and deferred costs include prepaid insurance,
           maintenance contracts, certain software licenses and supplies used in
           the normal operation of business.

           FEDERAL INCOME TAXES

           Deferred tax assets and liabilities are recognized for deductible and
           taxable temporary differences respectively. Temporary differences are
           the differences between the reported amounts of assets and
           liabilities and their tax bases. Deferred tax assets may be reduced
           by a valuation allowance when and if, in the opinion of management,
           the tax asset will, in part or in all, not be realized. Deferred tax
           assets and liabilities are adjusted for the effects of changes in tax
           laws and rates on the date of enactment.


                                       7
<PAGE>


                             COLUMBIA CAPITAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

           PER SHARE DATA

           In February 1997, Statement of Financial Accounting Standards No.
           128, "Earnings Per Share" (SFAS 128) was issued. Under SFAS 128, net
           earnings per share ("EPS") are computed by dividing net earnings by
           the weighted average number of shares of common stock outstanding
           during the period. SFAS 128 replaces fully diluted EPS, which the
           Company was not previously required to report, with EPS, assuming
           dilution. The Company adopted SFAS 128 effective December 31, 1998.
           The effect of this accounting change on previously reported EPS data
           is not significant. The computation of earnings (loss) per share of
           common stock is based on the weighted average number of shares
           outstanding as of June 30, 1999 and 1998 of 12,775,000 and 12,574,586
           respectively, adjusted retroactively to reflect the one for two
           reverse split effective September 1, 1997. The computation of diluted
           earnings (loss) per share of common stock is based on the weighted
           average number of shares and equivalent shares outstanding as of June
           30, 1999 and 1998 of 12,775,000 and 12,676,864, respectively. No
           potential common shares existed at December 31, 1998; therefore,
           basic loss per share equals diluted loss per share at that date.

           PREFERRED STOCK

           The Company, under its articles of incorporation, has the authority
           to issue up to five million (5,000,000) shares of preferred stock
           with a par value of $.001 each, totaling five thousand dollars
           ($5,000). The Board of Directors is authorized to provide for the
           issuance of the shares of preferred stock in series by filing a
           certificate pursuant to the applicable law of the State of Delaware,
           to establish the number of shares to be included in each such series,
           and to fix the designations, powers, preferences, rights and
           limitations of the shares of each series. At June 30, 1999 and
           December 31, 1998, there were no preferred shares issued or
           outstanding.

           FAIR VALUES OF FINANCIAL INSTRUMENTS

           The following methods and assumptions were used by the Company in
           estimating fair values of financial instruments as disclosed herein:

           CASH AND SHORT-TERM INSTRUMENTS. The carrying amounts of cash and
           short-term instruments approximate their fair value.

           INTEREST BEARING DEPOSITS WITH BANKS. The carrying amounts of
           interest bearing deposits with banks approximate their fair value.

           ACCOUNTS RECEIVABLE. For accounts which are not past due greater than
           90 days and have no significant change in credit risk, fair values
           are based on carrying values.

           NOTES PAYABLE. The Company's notes payable arrangement bears a
           variable interest rate and represents terms and conditions currently
           available for the same or similar debt facility in the marketplace.
           Thus, the fair value of notes payable approximates the carrying
           amount.


                                       8
<PAGE>


                             COLUMBIA CAPITAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1:         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

           NEW ACCOUNTING STANDARDS ADOPTED

           In June 1997, Statements of Financial Accounting Standards (SFAS) No.
           130, "Reporting of Comprehensive Income," was issued. This statement
           requires that comprehensive income be reported in the basic financial
           statements. Comprehensive income refers to the change in equity
           during a period from transactions and events other than investments
           by and distributions to owners. This statement applies to fiscal
           years beginning after December 15, 1997. The Company adopted SFAS 130
           on January 1, 1998.

           In June 1997, Statements of Financial Accounting Standards (SFAS) No.
           131, "Disclosures about Segments of an Enterprise and Related
           Information," was issued. This Statement requires that a public
           business enterprise report financial and descriptive information
           about its reportable operating segments. Financial information should
           include a measure of segment profit or loss, certain specific revenue
           and expense items, and segment assets. Descriptive information should
           include detail on how segments were determined, products and services
           provided by each, and any differences in the measurements used in
           reporting segment information vs. those used in the general-purpose
           financial statements. This statement is effective for financial
           statements for periods beginning after December 15, 1997. The Company
           adopted SFAS 131 on January 1, 1998. The implementation of this
           standard did not have any impact on the financial position or
           disclosures of the Company or results of its operations.

           RECENT ACCOUNTING STANDARDS

           In June 1998, SFAS No. 133, "Accounting for Derivative Instruments
           and Hedging Activities" was issued. This statement establishes
           accounting and reporting standards for derivative instruments
           embedded in other contracts and for hedging activities. The statement
           is effective for fiscal quarters or fiscal years beginning after June
           15, 1999. The Company does not expect the adoption of the statement
           to have a significant impact on the financial statements.

           The American Institute of Certified Public Accountants (AICPA)
           recently issued Statement of Position (SOP) No. 98-1, "Accounting for
           the Cost of Computer Software Developed or Obtained for Internal
           Use," which provides guidance concerning recognition and measurement
           of costs associated with developing or acquiring software for
           internal use. In 1998, the AICPA also issued SOP No. 98-5 "Reporting
           on Costs of Start-Up Activities," which provides guidance concerning
           start-up activities and organization costs. Both pronouncements are
           effective for fiscal years beginning after December 15, 1998. The
           Company does not expect the adoption of the statement to have a
           significant impact on the financial statements.


NOTE 2:         PRIVATE OFFERINGS OF COMMON STOCK

           The Company offered shares of its common stock, $.001 par value, to a
           limited number of qualified investors in 1993. The company sold
           325,000 shares of common stock, at a price of $.20 per share for a
           total of $65,000. The investors subscribed to a minimum of 1,000
           shares. There was no minimum offering amount and there was no escrow
           of any funds received from the offering and such funds were utilized
           by the Company as they were received. Proceeds from the offering were
           used to provide working capital to the Company.


                                       9
<PAGE>


                             COLUMBIA CAPITAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3:         ACQUISITION OF FI-SCRIP

           As of January 1, 1999, the primary shareholders of the Company
           contributed all of the common stock of Fi-Scrip to the Company for no
           consideration. The contribution of capital was not significant to the
           financial position of the Company. Fi-Scrip became a wholly-owned
           subsidiary of the Company effective January 1, 1999. The operations
           of Fi-Scrip are not expected to have a material impact on the
           Company.


NOTE 4:         CANCELLATION OF CONTRACT AND MANAGEMENT'S PLANS

           On March 4, 1999, the Company received notice that the BestBank
           credit card portfolio held by the FDIC, in which the Company derived
           approximately 84% of its total operating revenue from processing, as
           measured in 1998, was being terminated and the Company's processing
           services on the portfolio were also being terminated. The loss of
           this customer could have a material adverse effect on the Company's
           operations in 1999.

           The ability of the Company to continue as a going concern is
           dependent on its ability to adjust its operations through the
           implementation of a restructuring plan. The Company is currently
           developing a plan to reduce expenses and secure replacement
           processing contracts, as follows:


           o    The Company has implemented a plan for the reduction of fixed
                operating costs, including restructuring and/or renegotiating
                certain operating lease agreements. This reduction in fixed
                operating costs will be implemented in phases as dictated by the
                economics of the Company's future operations.

           o    The Company is currently working with approximately fourteen
                different entities, all unaffiliated with the Company, to secure
                processing contracts each representing as little as $30,000 and
                as much as $2,000,000 in additional processing revenue per year.
                Letters of intent and contracts, have been secured for
                replacement processing with revenue estimated to be
                approximately $2,500,000 in the year ended December 31, 1999.
                Additionally, revenue from processing of the Best Bank portfolio
                managed by the FDIC, although terminated by the FDIC effective
                May 17, 1999, amounted to $2,626,568 for the six months ended
                June 30, 1999.

           o    The Company has developed and integrated a marketing plan for
                attracting new business, which includes the signing of a
                contract with one of its major software suppliers, creating an
                alliance between the two entities for the referral of new
                business. Additionally, the Company plans to market its Year
                2000 preparedness, in anticipation that as the new millennium
                draws closer, the Company's successful Year 2000 preparation
                will enable it to attract new business.

           o    At June 30, 1999, the Company had cash balances in excess of
                $1,313,714, which the Company believes will be sufficient to
                maintain operations in the near term.


                                       10
<PAGE>


                             COLUMBIA CAPITAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5:         FINANCIAL INSTRUMENTS
<TABLE>

           The estimated fair values of the Company's financial instruments at
           June 30, 1999 were as follows:
<CAPTION>

                                                                                     Carrying          Fair
                                                                                      Amount           Value
                                                                                   ------------    ------------
           <S>                                                                     <C>             <C>
           Financial assets:
                Cash and interest bearing deposits with banks                      $ 1,814,714     $ 1,814,714
                Accounts receivable                                                    156,793         156,793
                Prepaid expenses including deferred tax assets                         843,153         843,153
           Financial liabilities:
                Notes payable                                                      $ 1,121,524     $ 1,121,524
                Accrued interest payable                                                36,575          36,575
</TABLE>
<TABLE>

           The estimated fair values of the Company's financial instruments at
           December 31, 1998 were as follows:
<CAPTION>

                                                                                     Carrying          Fair
                                                                                      Amount           Value
                                                                                   ------------    ------------
           <S>                                                                     <C>             <C>
           Financial assets:
                Cash and interest bearing deposits with banks                      $   769,400     $   769,400
                Accounts receivable                                                    447,844         447,844
           Financial liabilities:
                Notes payable                                                      $   854,577     $   854,577
                Accrued interest payable                                                 5,945           5,945

           The method(s) and assumptions used to estimate the fair value of
           financial instruments are disclosed in Note 1, "Fair Values of
           Financial Instruments".
</TABLE>


NOTE 6:         INCOME TAXES

           The Company files a consolidated federal income tax return; however,
           federal income taxes are allocated between the Company and its
           subsidiaries based on statutory rates. The consolidated income tax
           expense, as a percentage of pretax earnings, differs from the
           statutory federal income tax rate as follows:
<TABLE>
<CAPTION>

                                                               Three Months Ended           Six Months Ended
                                                                    June 30,                     June 30,
                                                            -----------------------     -----------------------
                                                               1999         1998           1999         1998
                                                            ----------   ----------     ----------   ----------

           <S>                                                <C>           <C>           <C>           <C>
           Statutory federal income tax rate                  (34.00)%      34.00%        (34.00)%      34.00%
           Other                                                (.64)         .17            .19            -
                                                            ----------   ----------     ----------   ----------

                Effective income tax rate                     (34.64)%      34.17%        (33.81)%      34.00%
                                                            ==========   ==========     ==========   ==========
</TABLE>


                                       11
<PAGE>


                             COLUMBIA CAPITAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 6:         INCOME TAXES - CONTINUED

Income tax expense (benefit) is comprised of the following:
<TABLE>
<CAPTION>

                                                               Three Months Ended            Six Months Ended
                                                                    June 30,                     June 30,
                                                           -------------------------    -------------------------
                                                              1999          1998           1999          1998
                                                           -----------   -----------    -----------   -----------
           <S>                                             <C>           <C>            <C>           <C>
           Current income tax expense (benefit)            $ (425,084)   $  334,443     $ (365,050)   $  405,163
           Deferred income tax expense (benefit)                 (922)       11,674          7,531       145,557
                                                           -----------   -----------    -----------   -----------
                                                           $ (426,006)   $  346,117     $ (357,519)   $  550,720
                                                           ===========   ===========    ===========   ===========
</TABLE>

           The tax effects of temporary differences that gave rise to deferred
           tax assets (liabilities) as of June 30, 1999 and December 31, 1998,
           respectively:
<TABLE>
<CAPTION>

                                                               1999           1998
                                                           ------------   ------------
          <S>                                              <C>            <C>
           Depreciation and amortization                   $   (19,690)   $   (41,219)
           Other                                                46,272         75,332
                                                           ------------   ------------
                Net deferred tax assets                    $    26,582    $    34,113
                                                           ============   ============
</TABLE>


NOTE 7:         NOTES PAYABLE

           FICI, has extended an operating line of credit through Century
           Financial Group, Inc., a company owned by the Company's primary
           shareholders. The line of credit with the same Century Financial
           Group, Inc. provides FICI with a maximum operating line of credit of
           eight hundred thousand dollars ($800,000). Advances on the line of
           credit, not to exceed the maximum limit, are made at the discretion
           of FICI's management. The line of credit is unsecured. The line of
           credit carries an annual percentage rate of ten percent (10%). Under
           the terms of the line of credit, FICI pays interest on a monthly
           basis with the unpaid principal due at maturity, September 15, 1999.
           The outstanding balance on the line of credit as of June 30, 1999 and
           December 31, 1998 was $800,000 and $700,000.

           Fi-Scrip, has extended an operating line of credit through Century
           Financial Group, Inc., a company owned by the Company's primary
           shareholders. The line of credit, dated May 1, 1998, with the same
           Century Financial Group, Inc. provides Fi-Scrip with a maximum
           operating line of credit of two hundred and fifty thousand dollars
           ($250,000). Advances on the line of credit, not to exceed the maximum
           limit, are made at the discretion of Fi-Scrip's management. The note
           carries an annual percentage rate of ten percent (10%). Under the
           terms of the note, Fi-Scrip pays interest on a monthly basis with the
           unpaid principal due on demand. The outstanding balance on the line
           of credit as of June 30, 1999 was $175,954.

            FICI has a real estate lien note through American State Bank
           formerly Security State Bank. The real estate note, dated August 1,
           1998, in the amount of one hundred sixty thousand dollars ($160,000)
           carries an annual interest rate of Wall Street prime plus one percent
           (1%), with a maturity date of August 1, 2001. The note is secured by
           a Deed of Trust to a building in which the note proceeds were used to
           purchase and renovate. The outstanding balance on the note as of June
           30, 1999 was $145,570.


                                       12
<PAGE>


                             COLUMBIA CAPITAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8:         LEASE OBLIGATIONS

           The Company has entered into various operating lease agreements.
           Under terms of an operating lease with IBM Corporation, certificates
           of deposit with a carrying value of $401,000 at June 30, 1999 were
           pledged as collateral against Bank One letters of credit in favor of
           IBM. Under terms of an operating lease with Timmermen Leasing, a
           certificate of deposit with a carrying value of $100,000 at June 30,
           1999, was pledged as collateral.

           The future minimum payments for leased property under these
           noncancellable lease agreements for each of the next five years
           ending December 31, 2004 are as follows:

                    1999                            $     776,239
                    2000                                1,158,851
                    2001                                  815,335
                    2002                                  265,305
                    2003                                   84,386
                    2004                                   75,186
                                                    --------------

                    Lease obligations               $   3,175,302
                                                    ==============

           No commitments for leased property extend more than five years.

           The Company currently leases its office space, 52,248 square feet,
           from American State Bank at an annual cost of approximately $400,000.
           The lease made on August 1, 1997 is for a term of two years expiring
           July 31, 1999 with a 180 day termination clause. As of the date of
           this report the Company has given timely notification of termination
           of the lease pending re-negotiation of lease terms.


NOTE 9:         MARKET RISK AND CONCENTRATIONS

           For the year ending December 31, 1998, revenue from the BestBank
           portfolio accounted for approximately 83% of the Company's total
           revenues. No other customers accounted for 10% or more of the
           Company's total revenues.

           For the six months ended June 30, 1999, revenue from the Best Bank
           portfolio accounted for approximately 82% of the Company's total
           revenues. No other customers accounted for 10% or more of the
           Company's total revenues. Since the Best Bank failure in July 1998
           the Company continued its role as processor for the Portfolio
           accounts through May 17, 1999, in which it was receiving payment from
           the Federal Deposit Insurance Corporation ("the FDIC") for its
           processing costs. As of June 30, 1999, the Company had not
           outstanding balance in accounts receivable from the FDIC relating to
           the Portfolio.


                                       13
<PAGE>


                             COLUMBIA CAPITAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10:        RELATED PARTY TRANSACTIONS

           FICI's financing source, Century Financial Group, Inc., is owned by
           the Company's primary shareholders, Glenn Gallant and Douglas Baetz.
           Interest expense and accrued interest payable to Century Financial
           Group, Inc. amounted to $42,043 and $7,315 as of June 30, 1999.

           Fi-Scrip's financing source, Century Financial Group, Inc., is owned
           by the Company's primary shareholders, Glenn Gallant and Douglas
           Baetz. Interest expense and accrued interest payable to Century
           Financial Group, Inc. amounted to $7,279 and $0 as of June 30, 1999.


NOTE 11:        STOCK OPTION PLAN

           The Company has adopted a stock plan to provide for the granting of
           options to senior management of the Company. As of June 30, 1999, the
           Company has allocated 1,250,000 shares of stock for issuance under
           the plan. On July 1, 1998 the Company granted 350,000 options. The
           options expire five years from the date of issuance. On December 24,
           1998, the Company amended the exercise price of the options
           previously granted on July 1, 1998.

           The following table shows the vesting schedule and the exercise
           price, as amended, for each of the five current and two former
           directors awarded options.
<TABLE>
<CAPTION>
                                                        Options vested
                                               ----------------------------------    Total
                                    Exercise     July 1,   October 1,  January 1,   Options
                Director             Price        1998       1998        1999        Vested
           ---------------------   ---------   ----------  ----------  ----------  ----------
           <S>                        <C>        <C>         <C>         <C>         <C>
           Glenn M. Gallant           $ .62      16,666      16,667        -          33,333
           Douglas R. Baetz           $ .62      16,666      16,667        -          33,333
           Kenneth A. Klotz           $ .48      16,666      16,667      16,667       50,000
           Charles LaMontagne         $ .48      16,666      16,667      16,667       50,000
           Olan Beard                 $ .48      16,666      16,667      16,667       50,000
           Donald Thone               $ .48      16,666      16,667      16,667       50,000
           Robert Feldman             $ .48      16,666      16,667      16,667       50,000
                                                                                   ----------

                                                                                     316,666
                                                                                   ==========
</TABLE>

           Messrs. Baetz and Gallant, having greater than 10% of the outstanding
           shares of the Company at July 1, 1998, were granted options with an
           exercise price set at 110% of the fair market value of the Company's
           common stock at the date of the grant. The remaining five directors
           were granted options with an exercise price set at 85% of the fair
           market value of the Company's common stock at the date of the grant.
           As of June 30, 1999 no options under the plan had been exercised.

           The Company accounts for the options in accordance with Accounting
           Principles Board Opinion No. 25, "Accounting for Stock Issued to
           Employees," under which compensation cost is recognized for the
           difference in the option's exercise price and the fair market value
           of the stock as of the date of each grant over the vesting period.
           The effect of further compensation cost for the plan, had it been
           included in the income statement as provided for in SFAS No. 123,
           "Accounting for Stock-Based Compensation," would have resulted in an
           insignificant reduction to the Company's net earnings and earnings
           per share on a pro forma basis, based on estimates using an accepted
           options pricing model.


                                       14
<PAGE>

                             COLUMBIA CAPITAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12:        CONDENSED FINANCIAL INFORMATION - PARENT COMPANY

           The following represents consolidated financial information of the
           parent company as of June 30, 1999 and December 31, 1998 utilizing
           the equity method of accounting.

<TABLE>

      CONDENSED BALANCE SHEET:
<CAPTION>

                                    ASSETS                                   June 30,        December 31,
                                                                               1999              1998
                                                                         ---------------   ---------------
           <S>                                                           <C>               <C>
           Current assets
              Cash and cash equivalents                                  $        1,092    $        1,061
              Prepaid expenses and other assets                                 136,558           106,000
              Federal income tax receivable                                     322,240           582,609
                                                                         ---------------   ---------------
                Total current assets                                            459,890           689,670

              Investment in subsidiaries                                      3,075,911         3,853,166
                                                                         ---------------   ---------------

                           TOTAL ASSETS                                  $    3,535,801    $    4,542,836
                                                                         ===============   ===============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

           LIABILITIES
              Accrued expenses and other liabilities                     $      206,759    $       69,445
              Due to subsidiaries                                             1,493,708         1,586,975
                                                                         ---------------   ---------------
                Total current liabilities                                     1,700,467         1,656,420

           SHAREHOLDERS' EQUITY
              Common stock                                                       12,775            12,765
              Capital surplus                                                 2,187,255         1,990,715
              Retained earnings                                                (364,696)          882,936
                                                                         ---------------   ---------------
                Total shareholders' equity                                    1,835,334         2,886,416
                                                                         ---------------   ---------------

                      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $    3,535,801    $    4,542,836
                                                                         ===============   ===============


     CONDENSED INCOME STATEMENT:

           REVENUES
              Undistributed (loss) earnings of subsidiaries              $     (455,112)   $    2,473,197
                                                                         ---------------   ---------------
                Total revenues                                                 (455,112)        2,473,197

           EXPENSES
              Stockholder costs and fees                                            410             8,830
              Professional and outside services                                 263,573           485,615
              Marketing                                                         100,028           171,833
              Other operating                                                     4,249             1,569
                                                                         ---------------   ---------------
                Total operating expenses                                        368,260           667,347


                                       15
<PAGE>


                             COLUMBIA CAPITAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12:      CONDENSED FINANCIAL INFORMATION - PARENT COMPANY - CONTINUED

                                                                            June 30,         December 31,
                                                                              1999               1998
                                                                         ---------------   ---------------


              Compensation to directors                                          10,000            10,000
                                                                         ---------------   ---------------
                Total other expense                                              10,000            10,000
                                                                         ---------------   ---------------

           (LOSS) INCOME BEFORE FEDERAL INCOME TAX                             (833,372)        1,795,350

              Income tax benefit                                               (133,332)         (229,325)
                                                                         ---------------   ---------------
           INCOME BEFORE EXTRAORDINARY LOSS                                    (700,040)        2,024,675
              Extraordinary loss                                                   -              660,000
                                                                         ---------------   ---------------
           Net (loss) income                                             $     (700,040)   $    1,364,675
                                                                         ===============   ===============


     CONDENSED STATEMENT OF CASH FLOWS:

           CASH FLOWS FROM OPERATING ACTIVITIES
              Net income                                                 $     (700,040)   $    1,364,675
              Adjustments to reconcile net income (loss) to
                net cash provided by operations
                 Undistributed earnings in subsidiaries                         777,255        (2,473,197)
                 Decrease (increase) in federal income tax receivable           260,369          (582,609)
                 Increase in prepaid expenses and other assets                  (30,558)          (90,976)
                 Increase in accruals and accounts payable                       44,047         1,471,729
                                                                         ---------------   ---------------
              Net cash used by operating activities                             351,073          (310,378)

              CASH FLOWS FROM FINANCING ACTIVITIES
                 Shareholder contribution                                      (368,042)             -
                 Issuance of common stock                                        17,000           309,750
                                                                         ---------------   ---------------

           NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      31              (628)
           Cash and cash equivalents at beginning of year                         1,061             1,689
                                                                         ---------------   ---------------
           CASH AND CASH EQUIVALENTS AT END OF PERIOD                    $        1,092    $        1,061
                                                                         ===============   ===============

</TABLE>

NOTE 13:        CONSULTING AGREEMENTS

           On March 20, 1998, the Company entered into a consulting agreement
           with Worldwide Corporate Finance (Worldwide). Worldwide, through its
           individual affiliate, Michael Markow, provided the Company with
           consulting services, including long-term business, managerial and
           financial planning; investigating and analysis in corporate
           reorganizations and expansion in merger and acquisition
           opportunities; and the introduction of business opportunities for
           credit card processing services. As compensation for services, the
           Company granted to Mr. Markow options to purchase up to 700,000
           shares of Common Stock, at varying prices between $0.95 and $1.70,
           which are the subject of a currently effective registration
           statement. The fair value of the options granted approximated the
           value of the services provided by Mr. Markow and has been recognized
           as a component of consulting fees in the consolidated income
           statement.

                                       16
<PAGE>


                             COLUMBIA CAPITAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13:              CONSULTING AGREEMENTS - CONTINUED

           In February 1999, the Company's management and Mr. Markow reached an
           agreement to terminate the existing consulting agreement between the
           Company and Worldwide. In settlement the Company agreed to allow Mr.
           Markow to exercise 10,000 additional options to purchase an equal
           number of shares of the Company's Common Stock at $1.70 per share
           resulting in a transaction valued at $17,000. Additionally the
           Company agreed to pay Mr. Markow $15,000 in cash and terminate the
           remaining unexercised balance of options initially granted to Mr.
           Markow and Worldwide under the consulting agreement. The Company does
           not expect to enter into any additional consulting agreements with
           Mr. Markow or Worldwide in the future. Mr. Markow and Worldwide had
           exercised a total of 275,000 options valued at $298,750 under the
           former consulting agreement. As of the date of this report there are
           no remaining options outstanding related to the former consulting
           agreement with Mr. Markow and Worldwide.

           The fair value of the options granted approximate the value of the
           services provided by Mr. Markow and has been recognized as a
           component of consulting fees in the income statement over the term of
           the agreement.

           On July 1, 1998, Columbia Capital Corp. entered into a consulting
           agreement with Matthias and Berg, LLP ("the Firm"). The Firm, through
           its partner, Jeffrey Berg, provides the Company with consulting and
           litigation services, including long term business, managerial and
           financial litigation support; investigating and analysis in corporate
           reorganizations and legal expertise on merger and acquisition
           opportunities. As compensation for services, the Company granted to
           the Firm options to purchase up to 100,000 shares of Common Stock,
           which are the subject of a currently effective registration
           statement, on the following terms and conditions: (i) options to
           purchase up to 100,000 shares of Common Stock at an exercise price of
           $0.48 per share, exercisable from July 1, 1998. The fair value of
           consulting and litigation services provided by the Firm is being
           recognized as the services are provided. As of June 30, 1999 no
           options have been exercised under the agreement.


NOTE 14:        YEAR 2000

           The Year 2000 issue is a programming issue that may affect many
           electronic processing systems. Until recently, in order to minimize
           the length of data fields, most date-sensitive programs eliminated
           the first two digits of the year. This issue could affect information
           technology ("IT") systems and date-sensitive embedded technology that
           controls certain systems (such as telecommunications systems,
           security systems, etc.) leaving them unable to properly recognize or
           distinguish dates in the twentieth and twenty-first centuries and
           thereafter. For example, date- sensitive calculations may treat "00"
           as the year 1900 rather than the year 2000. This treatment could
           result in significant miscalculations when processing critical
           date-sensitive information relating to dates after December 31, 1999.

           Year 2000 Compliance requires that neither performance nor
           functionality be affected by dates prior to, during, and after the
           year 2000. Specifically, every system must perform as follows:

                1.  Correctly handle date information before, during, and after
                    January 1, 2000 when accepting date input, providing date
                    output, and performing calculations on dates or portions of
                    dates
                2.  Function according to the documentation before, during, and
                    after January 1, 2000 without changes in operation


                                       17
<PAGE>

                             COLUMBIA CAPITAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 14:        YEAR 2000 - CONTINUED

                3.  Where appropriate, respond to two digit date input in a way
                    that resolves the ambiguity as to century in a disclosed,
                    defined, and predetermined manner
                4.  Recognize Year 2000 as a leap year (based on the
                    quad-centennial rule)

           These criteria were derived from the requirements established by the
           British Standards Institute in DISC PD2000-1 A DEFINITION OF YEAR
           2000 CONFORMITY REQUIREMENTS.

           Over the past few years, the Company has attempted to actively
           address the Y2K dilemma. The Company has had in place a project plan
           (the "Y2K Plan") and project team reviewing all hardware and
           software, as necessary. The Company anticipates its total investment
           in Y2K compliance will reach approximately $445,000. The Company has
           already made a significant portion of the investment needed to
           address the Y2K dilemma. As of the date of this Report, the cost to:
           (i) acquire, install and implement these new software systems has
           been an aggregate of approximately $247,000; and (ii) acquire new
           hardware has been approximately $8,000. The Company has also
           instituted policies and procedures that require all new hardware and
           software acquired or licensed by the Company to be Y2K compliant. As
           of the date of this Report, the Company has completed testing and
           believes that all of its primary operating hardware and mission
           critical systems to be Y2K compliant. It is management's opinion that
           any remaining Y2K issues are not significant and should be able to be
           funded through normal operating revenue and income. The Company
           estimates that until the Company has completed implementation of the
           Y2K Plan, the Company anticipates expending an additional $165,000,
           which is estimated to include $50,000 in software, $5,000 in new
           hardware and $110,000 on other aspects of the implementation of the
           Y2K Plan. The anticipated source of funds for such expenditures is
           expected to be working capital generated from operations of the
           Company. However, no assurance can be given that the goals for the
           Y2K Plan can be achieved, and if achieved, that the amount necessary
           to achieve such goals will be limited to the amounts set forth above
           or that the amounts will be generated from operations.

           The Company has worked to develop extensive contingency plans to
           manage the Company's ongoing operations, if any systems do not
           function correctly on or after January 1, 2000. The Company has a
           contract with IBM for a "Hot Site" at IBM's Business Recovery Center
           ("BRC") in Boulder, Colorado for disaster recovery and off-site
           testing. The BRC maintains facilities, hardware and software, that is
           identical to the Company's current hardware and software
           configuration. The Company's disaster recovery specialists perform
           disaster recovery tests at these facilities every year. In addition
           to the Company's normal disaster recovery tests, the Company used the
           facilities both in Dallas, Texas and Boulder, Colorado, in November,
           1998, for a combined Y2K and disaster recovery test. This allowed the
           Company to successfully test all core business systems in a true
           production environment. The Company has tentatively scheduled
           additional test time at the IBM Business Recovery Center in Dallas,
           Texas in April, 1999 for additional testing of its credit card
           system. These facilities serve as a contingency backup facility in
           several of the Company's Y2K disaster scenarios, including disrupted
           utilities and telecommunications services in the Abilene, Texas area.
           Other contingency plans include agreements with several suppliers for
           materials and support, ranging from computers and other hardware to
           software support to power generators.


                                       18
<PAGE>


                             COLUMBIA CAPITAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 14:          YEAR 2000 - CONTINUED

           Every mission-critical IT system processed by the Company has been
           fully tested and certified by its developer to meet the above
           criteria. In addition, the testing process for most of the IT systems
           has been certified by an independent third party such as the
           Information Technology Association of America (ITAA). As part of our
           Year 2000 effort, we have reviewed the scope and methodology of the
           testing performed by each developer to ensure that it was inclusive
           of all the processes we perform with that product. Although we are
           confident each IT system is year 2000 compliant, we are currently
           testing all systems to ensure that they will continue to coexist and
           function properly in our environment. We are also testing with our
           customers and other entities to ensure that every ancillary system
           that we are using is also Year 2000 compliant.

           Other IT systems are licensed from third parties. These third parties
           have either assured the Company that their system is Year 2000
           compliant or identified necessary system upgrades to make their
           system Year 2000 compliant. The Company has implemented the necessary
           systems upgrades and completed Year 2000 compliance testing of these
           other IT systems as of June 30, 1999.

           The Year 2000 issue may also affect the Company's date-sensitive
           embedded technology, which controls systems such as the
           telecommunications systems, security systems, etc. The Company does
           not believe that the cost to modify or replace such technology to
           make it Year 2000 compliant will be material. But, if such
           modifications or replacements, if required, are not made, the Year
           2000 issue could have a material adverse effect on the operations,
           financial condition and results of operations of the Company.

           Ultimately, the potential impact of the Year 2000 issue will depend
           not only on the corrective measures the Company undertakes, but also
           on the way in which the Year 2000 issue is addressed by governmental
           agencies, businesses and other entities that provide data to, or
           receive data from, the Company or any of the Company's subsidiaries,
           or whose financial condition or operations are important to the
           Company or any of the Company's subsidiaries, such as significant
           suppliers and customers. The Company is initiating communications
           with significant customers and vendors to evaluate the risk of their
           failure to be Year 2000 compliant and to determine the extent to
           which the Company may be vulnerable to such failure. There can be no
           assurance that the systems of these third parties will be Year 2000
           compliant by December 31, 1999 or that the failure of these third
           parties to be Year 2000 compliant will not have a material adverse
           effect on the operations, financial condition and results of
           operation of the Company.

           The cost of IT and embedded technology systems testing and upgrades
           is not expected to be material to the Company consolidated operating
           results. The Company estimates incurring costs for Year 2000
           compliance testing and its communications program, which will be
           recorded as a non-operating expense. The Company will capitalize and
           amortize the cost of system upgrades over future periods. The Company
           intends to fund these costs with cash from operations.

           There can be no absolute assurance that these IT systems will be Year
           2000 compliant by December 31, 1999. If any of these IT systems are
           not Year 2000 compliant by December 31, 1999, then the Year 2000
           issue could have a material adverse effect on the operations,
           financial condition and results of operations of the Company.


                                       19
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         THIS REPORT, INCLUDING THE DISCLOSURES BELOW, CONTAINS CERTAIN
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES.
UNLESS THE CONTEXT OTHERWISE REQUIRES, THE TERM "COMPANY" REFERS TO COLUMBIA
CAPITAL CORP. AND ITS WHOLLY-OWNED SUBSIDIARIES, FIRST INDEPENDENT COMPUTERS,
INC. ("FICI") AND FI-SCRIP, INCORPORATED, A NEVADA CORPORATION ("FI-SCRIP"),
THROUGH WHICH THE COMPANY PRINCIPALLY CONDUCTS ITS BUSINESS OPERATIONS. WHEN
USED HEREIN, THE TERMS "ANTICIPATES," "EXPECTS," "ESTIMATES," "BELIEVES" AND
SIMILAR EXPRESSIONS, AS THEY RELATE TO THE COMPANY OR ITS MANAGEMENT, ARE
INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED
OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.

OVERVIEW OF PRESENTATION

         As of May 1, 1997, Douglas R. Baetz and Glenn M. Gallant acquired 100%
of the issued and outstanding common stock (the "FICI Common Stock") of FICI for
$1,600,000 in cash from certain unaffiliated parties. As of September 23, 1997,
the Company entered into a Stock Purchase Agreement with Messrs. Baetz and
Gallant, pursuant to which the Company issued an aggregate of 10,631,250 shares
of the Company's common stock, par value $0.001 per share (the "Common Stock")
in exchange for 100% of the issued and outstanding shares of FICI Common Stock.
The Company also issued 618,750 shares of Common Stock to a third party, which
is not an affiliate of Messrs. Baetz and Gallant, for services rendered to the
Company for arranging the transactions which are the subject of the Stock
Purchase Agreement. In connection with the closing of the Stock Purchase
Agreement, FICI became the sole operating subsidiary of the Company.

         As of January 1, 1999, Messrs. Baetz and Gallant contributed all of the
common stock of Fi-Scrip to the Company for no consideration. Through such
action, Fi-Scrip became a wholly-owned subsidiary of the Company.

         The Company has included in this Report the unaudited consolidated
financial statements of the Company for the three (3) months and six (6) months
ended June 30, 1999 and 1998, which include the consolidated balance sheets of
the Company as of June 30, 1999 (unaudited) and December 31, 1998 (audited), and
the related consolidated income statements and statements of changes in
shareholders' equity and cash flows for the three (3) month and six (6) month
periods ended June 30, 1999 and 1998. The consolidated income statements and
statements of cash flows of the Company for the three (3) months and six (6)
months ended June 30, 1999 and 1998, which form a part of the Company's
consolidated financial statements for such periods, reflect the consolidated
results of operations and cash flows of the parent holding company, FICI and
Fi-Scrip for the three (3) months and six (6) months ended June 30, 1999 and the
consolidated results of operations and cash flows of the parent holding company
and FICI for the three (3) months and six (6) months ended June 30, 1998.

RECENT CHANGES IN THE BUSINESS OF THE COMPANY; CLOSURE OF BESTBANK AND RELATED
 MATTERS

         On July 23, 1998, the Colorado State Banking Board ordered the closure
of BestBank of Boulder, Colorado ("BestBank") and the Federal Deposit Insurance
Corporation ("FDIC") assumed the role of receiver of BestBank. The single
largest asset of BestBank was the portfolio of credit card accounts receivable
serviced by the Company (the "Portfolio"). As of December 31, 1998, the number
of active credit card accounts serviced by the Company was 661,795, of which
622,837 were serviced by the Company pursuant to a master agreement (the "Master
Agreement") entered into as of October 1, 1997 with BestBank. For the year ended
December 31, 1998, revenue from the Portfolio accounted for approximately 83% of
the Company's total revenues. No other customers accounted for 10% or more of
the Company's total revenues.


                                       20
<PAGE>


         On November 3, 1998, the FDIC announced a sealed-bid auction for the
sale of the Portfolio. On December 24, 1998, RRI Credit Corporation ("RRICC"),
which is not affiliated with the Company, was awarded the contract to purchase
the Portfolio from the FDIC. The purchase and sale agreement between RRICC and
the FDIC, dated December 24, 1998 ("Purchase and Sale Agreement"), called for a
$1,000,000 nonrefundable deposit to be paid by RRICC and a closing date of
January 29, 1999.

         Following the closure of BestBank, the Company continued to process the
Portfolio under the terms of the Master Agreement. The Company entered into an
initial processing agreement with RRICC, on December 14, 1998, and as amended on
January 15, 1999 ("RRICC Processing Agreement"), which was conditional on
closing of the Purchase and Sale Agreement. In consideration for entering into
the RRICC Processing Agreement, the Company lent RRICC $1,000,000 at 10%
interest, which enabled RRICC to make a non-refundable deposit under the
Purchase and Sale Agreement. The loan is non-recourse to RRICC, unless the
deposit is returned by the FDIC. The Board of Directors of the Company
determined that it was in the best interests of the Company to lend this money
to RRICC in order to assist RRICC in being awarded the bid, thereby enabling the
Company to continue to be able to receive revenue from processing the Portfolio
under the RRICC Processing Agreement that otherwise could have been lost if the
FDIC sold the Portfolio to another bidder or simply liquidated the Portfolio.

         Due to circumstances discussed below, RRICC was unable to meet certain
conditions to close the Purchase and Sale Agreement by January 29, 1999. As of
that date, RRICC and FDIC agreed to extend the closing date for the Purchase and
Sale Agreement to February 22, 1999, and the Company became a party to the
Purchase and Sale Agreement. The Company agreed, as a condition to the extension
of the closing date, that during the extension period, the Company would
continue to process the Portfolio under the Master Agreement and would forego
receipt of fees and reimbursement of expenses in anticipation that the Purchase
and Sale Agreement would close by February 22, 1999, at which time the Company
would be entitled to recoup such fees and expenses, which totaled approximately
$550,000. The Board of Directors of the Company determined it would be in the
best interests of the Company to continue to process the Portfolio and to forego
receipt of fees for the limited period of time of the extension rather than the
FDIC selling the Portfolio to another bidder or liquidating the Portfolio.

         Since RRICC intended to operate the Portfolio as an ongoing business,
it was understood by all parties that RRICC would be required to enter into a
sponsorship agreement with a bank licensed to do business with VISA. Prior to
the execution of the January 29, 1999 extension agreement, facts had come into
the possession of the Company that there may have been hindrance by certain
regulators with efforts to negotiate a sponsorship agreement between RRICC and
such a bank. This hindrance had the effect of preventing RRICC from being in a
position to close the Purchase and Sale Agreement in a timely manner and, in
fact, was one of the reasons that RRICC requested the extension in the first
place. When these facts were brought to the attention of the FDIC, the FDIC
stated that it had investigated the allegations and could find no facts to
support the allegations. Notwithstanding the FDIC's denials, the parties
proceeded to execute the January 29, 1999 extension agreement, based on the
intention of RRICC and the Company to use the time to identify a new bank and to
negotiate a sponsorship agreement.


                                       21
<PAGE>


         Between January 29, 1999 and February 22, 1999, the Company learned of
further efforts by certain regulators to hinder the ability of RRICC to obtain a
sponsoring bank. This additional hindrance, in the opinion of management of the
Company, resulted in the prevention of RRICC from being able to close on the
Purchase and Sale Agreement. On February 22, 1999, RRICC notified the Company
and the FDIC that, because of such hindrance, the extension period had been an
insufficient amount of time in which to find a sponsoring bank. RRICC and the
FDIC discussed a further extension of the closing date. On February 26, 1999,
the FDIC notified the Company that negotiations with RRICC had failed and that
procedures to liquidate the Portfolio, which had already begun, would continue.
In addition, the FDIC announced that it was terminating the Master Agreement, as
of March 4, 1999.

         The effect of these events was to eliminate approximately 83% of the
Company's monthly revenues from processing, as measured during 1998, which is
anticipated to have a material adverse effect on the Company's results of
operations during the quarter ending June 30, 1999 and the year ending December
31, 1999. The inability of RRICC to close the Purchase and Sale Agreement
resulted in the loss of the $1,000,000 non-refundable deposit and the
nonrepayment of the Company's loan to RRICC. This loss resulted in the Company's
charging-off of the note receivable from RRICC in the Company's 1998 fourth
quarter and year end results of operations.

         The Company believes it may have a claim against the FDIC under a
liquidated damages provision in the Master Agreement. Under the liquidated
damages provision, any termination by the FDIC before October 1, 2002 entitles
the Company to liquidated damages equal to 80% of the average total monthly
billings under the Master Agreement for the most recent six months, multiplied
by the number of months remaining in the term. The Company has prepared an
invoice dated February 26, 1999, for liquidated damages in the amount of
$43,566,129, which was presented to the FDIC for payment upon the termination
and liquidation of the Portfolio. This invoice has not yet been paid and it is
unlikely that the FDIC will voluntarily pay this invoice. The Company is
considering taking legal action against the FDIC to collect the liquidated
damages. No assurance can be given that the Company will be successful in
pursuing such a claim for the liquidated damages.

         Management of the Company hopes the Company will be able to replace the
loss of revenue from the Master Agreement and is currently working to negotiate
new business to offset such loss. Management has implemented plans reducing
current operating costs and is actively seeking debt and/or equity financing in
the near term to finance the Company's operations until sufficient new business
has been obtained to replace the lost revenue. No assurance can be given that
the Company will be able to attract sufficient new business or to obtain
adequate new financing. If the Company does not generate adequate revenue
producing business or proceeds from financing, the Company will have to curtail
its operations significantly and may have to terminate business operations.

         On November 3, 1998, Glenn M. Gallant resigned as Chairman of the Board
and Secretary of the Company and Douglas R. Baetz resigned as a director.
Messrs. Baetz and Gallant, who are also the principal shareholders of the
Company, are involved in litigation with the FDIC, unrelated to the Company. Due
to the fact that the FDIC is the Company's largest customer, Messrs. Baetz and
Gallant chose to resign from their positions with the Company, while the
litigation is pending, in order to eliminate any potential conflicts of interest
or negative effects to the Company arising out of the litigation.

         Kenneth Klotz was named Chairman of the Board of Directors and Charles
LaMontagne was named Secretary of the Company on that date.


                                       22
<PAGE>


         OPERATIONS OF FI-SCRIP. As of January 1, 1999, the principal
stockholders of the Company contributed all of the common stock of Fi-Scrip to
the Company for no consideration. Through such action, Fi-Scrip became a
wholly-owned subsidiary of the Company. Prior to such transaction, the Company
had entered into an agreement with Fi-Scrip, an affiliate of Messrs. Gallant and
Baetz, to provide certain services to the Company. Fi-Scrip markets processing
services for Automatic Teller Machines ("ATM's") transactions, debit terminal
transactions and Electronic Benefits Transfer systems ("EBT") transactions.
Fi-Scrip and its co-venturer, Norstar, Inc., of Orlando, Florida, an entity in
which Fi-Scrip has a 25% ownership interest, contract with independent sales
organizations for deployment of terminals and services.

         Fi-Scrip designs programs and tests the software that is reloaded into
ATM's and debit card point-of-sale ("POS") machines. Fi-Scrip is one of four
companies certified by Deluxe Payment Systems, an unaffiliated third party, to
process EBT transactions. EBT is a new process and method of distributing
federal entitlements, initially including food stamps, welfare and social
security payments to beneficiaries. In place of printing and issuing checks and
other financial instruments, some beneficiaries of government entitlement
programs receive a debit style card (a "QUEST Card"), which operates in the same
manner as an ATM or debit card. The beneficiary of the entitlement program uses
this federally issued card to purchase items utilizing the EBT system. The
federal government may eventually establish individual accounts, which will be
debited when a beneficiary makes a withdrawal or purchase. However, no assurance
can be given as to when or whether the federal government will establish this
process. Fi-Scrip expects that there will be substantial competition in the
provision of the service offered by Fi-Scrip. No assurance can be given that
Fi-Scrip will be successful in competing for this business. Thus, the Company
may not receive the processing business anticipated by management of the Company
to be derived from EBT transactions.

         The transactions based on this medium of exchange through Fi-Scrip and
the Company are estimated to produce a gross transaction fee of between $0.06 to
$0.09. The transaction fee is in addition to the merchant application and
statement fees. However, no assurance can be given as to the volume of
transactions that will be processed or rates at which such processing will take
place. Fi-Scrip is newly in operation in connection with the EBT business, with
approximately 765,293 and 1,502,632 in transaction volume for the three (3)
months and six (6) months ended June 30, 1999. Fi-Scrip anticipates a
significant increase in the number of transaction throughout the remainder of
1999, but no assurance to this effect can be given.

         According to federal government surveys, it is anticipated that by the
year 2000, 60% of the population of the United States will be receiving monthly
income issued electronically and accessible through the use of a QUEST Card.
However, no assurance to this effect can be given. The total dollar value of EBT
transactions (food stamps, aid to families with dependent children and welfare
payments) in 1999 is estimated by Fi-Scrip to be $60 billion, with an average
transaction size of approximately $23.00, or approximately 450 million
transactions per year. Fi-Scrip's target market share of total dollar volume of
EBT transactions is estimated to be $6 billion or 65 million transactions per
year by January 1, 2000. However, no assurance can be given that there will be
this volume of transactions or that Fi-Scrip will service such a volume of
transactions.


                                       23
<PAGE>


         The Social Security System is scheduled to distribute benefits using
EBT beginning on December 31, 1999 and expects to have completed implementation
of the distribution system by January 2, 2002. The dollar value for all EBT
transactions by the Social Security System is expected to reach $470 billion
annually. However, no assurance to this effect can be given.

         Fi-Scrip has been certified by Citibank and Lockheed Martin as an EBT
third party processor, according to federally established guidelines in
twenty-five states. Fi-Scrip's EBT development plans include full certification
for six additional states as, if and when government contracts are awarded to
Lockheed Martin or Deluxe Payment Systems, both of which are unaffiliated with
the Company or Fi-Scrip, for EBT transaction processing. However, no assurance
to this effect can be given.

         AGREEMENT WITH PLATINUM-ICS, INC. On June 8, 1998, the Company entered
into an agreement with Platinum-ICS, Inc. ("Platinum") to perform data
processing and other services in connection with Platinum's credit card
portfolio. Platinum is the managing entity coordinating a group of experts for
processing, collecting, servicing and financing patient-pay accounts receivables
for the provider's participants. Platinum issues cards to the recipients of
medical care, who utilize the card to consolidate medical bills. The agreement
has an initial term of three (3) years and will automatically renew for
additional three (3) year terms, unless written notice is given by either party
no less than one hundred eighty (180) days prior to expiration of a given term.
On December 16, 1998, the Company completed the conversion of approximately
6,000 accounts for the Presbyterian Hospital at Greenville, Texas ("Greenville
Hospital"). The Company's processing charges range from $1.50 to $2.00 per
account per month, depending on the services provided. Since conversion,
Greenville Hospital has added approximately 5,900 additional accounts.

         On February 17, 1999, after review of Greenville Hospital's conversion
and preliminary results of activity, the Texas Hospital Association, which
represents approximately 410 hospitals, or approximately 83% of the hospitals,
in the State of Texas, formally endorsed the Platinum program. With
approximately 500 hospitals representing as many as 5,000,000 accounts in the
State of Texas alone, the Company's exclusive processing agreement with Platinum
could prove, over a short period of time, to be an abundant source of new
business for the Company. Upon the endorsement of Platinum's program by the
Texas Hospital Association, several major hospitals, which represent an average
of approximately 50,000 accounts each, have expressed interest in and a desire
to convert to the Platinum processing platform. As of the date of this Report,
the Company is working with these various hospitals to secure processing
contracts. However, there can be no assurance that the Company will be
successful in its attempt to secure additional contracts.

         AGREEMENT WITH GREATER NEVADA CREDIT UNION. On November 1, 1998, the
Company entered into an agreement with Greater Nevada Credit Union ("GNCU") to
perform data processing and other services in connection with GNCU's credit card
portfolio. The agreement has an initial term of five (5) years and will
automatically renew for additional three (3) year terms, unless written notice
is given by either party no less than one hundred eighty (180) days prior to
expiration of a given term. On October 30, 1998, the Company successfully
converted GNCU's current portfolio, consisting of over 8,600 credit card
accounts. The Company anticipates benefiting from the future growth of the
portfolio over the life of the agreement. However, no assurance to this effect
can be given.


                                       24
<PAGE>


RESULTS OF OPERATIONS FOR THE SIX (6) MONTHS ENDED JUNE 30, 1999 AND 1998

         Total operating revenues for the six (6) months ended June 30, 1999
decreased approximately 27% to $4,268,989 from $5,837,439 for the six (6) months
ended June 30, 1998. Total operating revenues principally include: (i) credit
card processing revenues, (ii) banking and financial service revenues and (iii)
debit card and EBT processing revenue. Total operating revenues during the six
(6) months ended June 30, 1999 included $356,691 in net operating revenue of
Fi-Scrip, after inter company elimination. All of the outstanding common stock
of Fi-Scrip was contributed to the Company from its principal shareholders, as
of January 1, 1999, for no consideration. See "Operations of Fi-Scrip."

         Credit card processing revenues during the six (6) months ended June
30, 1999 decreased 25% to $3,516,332 from $4,698,934 during the six (6) months
ended June 30, 1998. This decrease primarily relates to the loss of revenues
associated with the Master Agreement. The Master Agreement with Best Bank
represented 81% of the credit card revenues for the six (6) months ended June
30, 1999.

         Banking and financial service and courier revenues during the six (6)
months ended June 30, 1999 decreased to $73,842 and $950 from $465,389 and
$42,385, respectively. These sources of revenue have steadily declined since the
acquisition of Security State Bank ("SSB") by American State Bank ("ASB"), as of
August 1, 1998. ASB has been in the process of converting SSB's portfolio to an
in-house processing system. The Company generated revenues of approximately
$75,000 per month from this account during the previous three (3) years. The
Company entered into a contract to continue the credit card processing services
for ASB through August 1, 2000 which currently generates approximately $20,000
per month. The Company generated revenues of approximately $113,342 during the
six (6) months ended June 30, 1999. Management believes that anticipated
increases from the Company's credit card operations and future bank processing
opportunities will replace this reduced source of revenues. However, no
assurance to this effect can be given.

         The Company has been focussing on the development of its credit card
processing services and thus did not make significant marketing efforts to
develop the banking and financial services business segment. However, the
Company's future business development plans include an effort to expand this
line of business by targeting banks and financial institutions based on the
increased capacity of the Company's equipment and hardware in connection with
the upgraded lease with IBM and the installation of the Kirchman Dimension 3000
banking software. No assurances can be given that such efforts will result in
increased revenues to the Company. See "Year 2000 Compliance Issues."

         Revenues from Pride Refining, Inc. ("Pride") decreased to $146,000 for
the six (6) months ended June 30, 1999 from $179,000 for the six (6) months
ended June 30, 1998. This revenue decrease was due to a decision of the
management of Pride to take its computer processing activities in-house. This
removal of processing from the Company to Pride is being converted in stages and
should be completed by the last quarter of 1999. The loss of the Pride revenue
is not anticipated to have a material adverse effect on total revenue for fiscal
year 1999. However, no assurance to this effect can be given.

         Total operating expenses during the six (6) months ended June 30, 1999
increased 27% to $5,301,286 from $4,170,674 during the six (6) months ended June
30, 1998. Total operating expenses principally include: (i) cost of salaries and
employee benefits, (ii) equipment and software expenses, (iii) cost of office
supplies and services, (iv) rental and facilities maintenance expenses, (v)
depreciation and amortization expenses, (vi) professional and outside services,
and (vii) other operating expenses, as follows:


                                       25
<PAGE>


         Cost of salaries and employee benefits during the six (6) months ended
June 30, 1999 increased 18% to $1,715,292 from $1,451,505 during the six (6)
months ended June 30, 1998. This increase primarily resulted from an increase in
the number of full time employees on average for the six (6) months ended June
30, 1999, as compared to the six (6) months ended June 30, 1998.

         Equipment and software lease expenses during the six (6) months ended
June 30, 1999 increased 78% to $1,475,727 from $828,320 during the six (6)
months ended June 30, 1998. This increase primarily related to new software
leases and a high speed laser printer lease.

         Cost of computer and office supplies during the six (6) months ended
June 30, 1999 decreased 44% to $164,722 from $292,764 during the six (6) months
ended June 30, 1998. This decrease is the result of a decline in the supplies
used in connection with the BestBank portfolio contract which was terminated May
17, 1999.

         Facilities rent and repair and maintenance expenses during the six (6)
months ended June 30, 1999 decreased 8% to $455,021 from $495,018 during the six
(6) months ended June 30, 1998. This decrease related to the termination of the
Company's office lease in Florida in December, 1998.

         In addition, depreciation and amortization expenses during the six (6)
months ended June 30, 1999 increased 125% to $213,630 from $95,149 during the
six (6) months ended June 30, 1998. The increase related to the acquisition and
upgrade of the Company's computer and software equipment throughout 1998.

         Telephone expenses during the six (6) months ended June 30, 1999
decreased 66% to $148,744 from $440,305 primarily related to the termination of
the BestBank Portfolio and the resulting decline in customer service calls
handled by the Company.

         Professional and outside services expenses during the six (6) months
ended June 30, 1999 increased 70% to $453,929 from $267,390 during the six (6)
months ended June 30, 1998. The increase related primarily to increased legal
fees pertaining to the termination of the Master Agreement and the unsuccessful
attempt to acquire the BestBank Portfolio.

         Other operating expenses during the six (6) months ended June 30, 1999
increased 174% to $579,113 from $211,579 during the six (6) months ended June
30, 1998. The increase is primarily related to $326,350 in bad debt expense and
$126,048 in marketing expense recorded in the six (6) months ended June 30,
1999, as compared to none in the six (6) months ended June 30, 1998.
Additionally, other operating expenses included $126,715 relating to Fi-Scrip's
operations for the six (6) months ended June 30, 1999 versus none for the six(6)
months ended June 30, 1998.

         Other revenues and expenses resulted in total other expenses of $25,262
during the six (6) months ended June 30, 1999, as compared to total other
expenses of $46,999 during the six (6) months ended June 30, 1998. This decrease
in expenses between the respective periods resulted from interest income of
$24,060 from certain certificates of deposit during the six (6) months ended
June 30, 1999, as compared to $21,546 during the six (6) months ended June 30,
1998, offset by a decrease of interest expense of $49,322 during the six (6)
months ended June 30, 1999 from $68,545 during the six (6) months ended June 30,
1998, primarily relating to the line of credit (the "Line of Credit") provided
by Century Financial Group, Inc. ("Century"), an affiliate of Messrs.
Baetz and Gallant. See "Closure of BestBank and Related Matters."


                                       26
<PAGE>


         As a result of the foregoing, the Company generated a net loss of
$700,040 during the six (6) months ended June 30, 1999, as compared to a net
profit of $1,069,046 during the six (6) months ended June 30, 1998. The Company
generated a loss from operations of $1,032,297 during the six (6) months ended
June 30, 1999, as compared to income from operations of $1,666,765 during the
six (6) months ended June 30, 1998. This decrease in income from operations
primarily resulted from decreased revenue related to the BestBank Portfolio. The
Company's proposed business plan contemplates the future growth of revenues in
connection with the Company's expansion strategy. There can be no assurance that
the Company's expansion strategy will result in continued growth of demand for
the Company's services or increased revenues or profitability. See "Liquidity
and Capital Resources."

LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 1999, the ratio of current assets to current liabilities
was .89 to 1 as compared to 1.47 to 1 at December 31, 1998.

         The Company's cash flow needs for the six months ended June 30, 1998
were provided from operations. At June 30, 1999, a $576,350 allocated reserve
was carried by the Company for bad debts related to charge-offs in connection
with the BestBank Portfolio and $20,000 in unallocated reserves. At June 30,
1999, prepaid expenses and other assets were $573,486 and are anticipated to be
expensed as used in the future. Net property and equipment was $1,425,496 at
June 30, 1999. There were no major capital additions during the six (6) months
ended June 30, 1999. On April 2, 1998, the Company obtained an interim
construction loan from ASB in the principal amount of $160,000 related to the
purchase and construction of a credit card production facility. On August 1,
1998, the interim loan was converted to a note payable on August 1, 2001. The
note is secured by the production facility building, and bears interest at the
prime rate plus 1%. As of June 30, 1999, the principal outstanding balance on
the note was $145,570.

         As of March 17, 1999, the FDIC announced that it was terminating the
Master Agreement with BestBank. The effect of these events was be to eliminate
approximately 83% of the Company's monthly revenues from processing, as measured
during 1998, which has had a material adverse effect on the Company's results of
operations during the quarter and six months ending June 30, 1999 and is
anticipated to have a material adverse effect on the Company's results of
operations for the year ending December 31, 1999.

         Management of the Company hopes the Company will be able to replace the
loss of revenue from the Master Agreement and is currently working to negotiate
new business to offset such loss. Management is continuing to strategically
reduce operating costs in an effort to streamline the Company's operations while
maintaining the integrity of systems and the overall ability of the Company to
move swiftly and effectively to implement new business. Management is also
currently working to secure a source for possible debt or equity financing in
the near term to assist in financing the Company's operations until sufficient
new business has been obtained to replace the lost revenue. If the Company is
unsuccessful in its efforts to secure financing in the near term, the Company
may be forced to seek protection from creditors under the United States
bankruptcy laws. As of the date of this Report, the Company has not secured any
commitments for financing and no assurance can be given that the Company will be
able to attract sufficient new business or to obtain adequate new financing on
terms acceptable to the Company or at all. If the Company does not generate
adequate revenue producing business or proceeds from financing, the Company will
have to curtail its operations significantly, which will have a material adverse
effect on the Company's financial condition and its ability to secure new
processing contracts.


                                       27
<PAGE>


         Management of the Company believes that the ability of the Company to
continue as a going concern is dependent on its ability to secure financing and
adjust its operations through the implementation of a restructuring plan. The
Company is continuing to developing and implement plans to reduce expenses and
secure replacement processing contracts, as follows:

       (i)    The Company has implemented a plan for the reduction of fixed
              operating costs, including restructuring and/or renegotiating
              certain operating lease agreements. This reduction in fixed
              operating costs will be implemented in phases as dictated by the
              economics of the Company's future operations.

       (ii)   The Company is currently working with approximately fourteen
              different entities, all unaffiliated with the Company, to secure
              processing contracts, each representing as little as $30,000 and
              as much as $2,000,000 in additional processing revenue per year.
              Letters of intent and contracts have been secured for replacement
              processing with revenue estimated to be approximately $2,500,000
              in the year ending December 31, 1999. However, there can be no
              assurances to this effect. Additionally, revenue from processing
              of the BestBank Portfolio managed by the FDIC amounted to
              $2,626,568 for the six months ended June 30, 1999.

       (iii)  The Company has developed and integrated a marketing plan for
              attracting new business, which includes the signing of a contract
              with one of its major software suppliers, creating an alliance
              between the two entities for the referral of new business.
              Additionally, the Company plans to market its Year 2000
              preparedness, in anticipation that, as the new millennium draws
              closer, the Company's successful Year 2000 preparation will enable
              it to attract new business.

       (iv)   At June 30, 1999, the Company had cash balances in excess of
              $1,313,714, which the Company believes will be sufficient to
              maintain operations in the very near term.

       (v)    The Company is currently in negotiations with approximately four
              different entities, all unaffiliated with the Company, to secure
              equity and/or debt financing to support its near term operations.
              Again, as of the date of this Report, the Company has not secured
              a commitment for such financing and there can be no assurances
              that such financing will be completed on terms acceptable to the
              Company or at all.

         Since September, 1997, Century, an affiliate of Messrs. Baetz and
Gallant, has extended to the Company a Line of Credit. Since October 31, 1998,
the aggregate maximum amount of available credit has been $700,000. As of June
30, 1999, the principal outstanding obligation to Century on the Line of Credit
was $700,000. Century is not obligated to make advances to the Company under the
Line of Credit. In addition, the Company owes the principal amount of $100,000
to Century relating to funds advanced to the Company in connection with the
Purchase and Sale Agreement.

         Fi-Scrip has extended an operating line of credit (the "Fi-Scrip Line
of Credit") through Century. The Fi-Scrip Line of Credit, dated May 1, 1998,
provides Fi-Scrip with a maximum operating line of credit of $250,000. Advances
on the Fi-Scrip Line of Credit, not to exceed the maximum limit, are made at the
discretion of Fi-Scrip's management. The promissory note related to the Fi-Scrip
Line of Credit bears interest at the rate of ten percent (10%) per annum. Under
the terms of the promissory note, Fi-Scrip pays interest on a monthly basis,
with the unpaid principal due on demand. The outstanding balance on the Fi-Scrip
Line of Credit, as of June 30, 1999, was $175,954.


                                       28
<PAGE>


         Cash and cash equivalents were $1,313,714 as of June 30, 1999, as
compared to $268,000 as of December 31, 1998. This increase was primarily
attributable to the acquisition of Fi-Scrip on January 1, 1999.

         As of June 30, 1999 and December 31, 1998, the Company's long-term
borrowings were $133,683 and $143,182, respectively. Long-term borrowings at
June 30, 1999 consisted of the note payable of $145,570 to ASB, less the current
portion of the note payable.

         As of June 30, 1999, the Company had short-term borrowings in the
aggregate amount of $987,841, as compared to $700,000 at December 31, 1998. This
increase was primarily due to the acquisition of Fi-Scrip and the principal
amount of $100,000 due to Century relating to funds advanced to the Company in
connection with the Purchase and Sale Agreement..

         In October, 1997, the Company entered into a 36-month equipment lease
with IBM related to the Company's credit card processing operations. The Company
upgraded the equipment lease in March, 1998 to provide for continued increases
in the Company's processing volume and efficiencies, and expansion of business
operations. The Company financed the lease agreement by the pledge of
certificates of deposit in the aggregate amount of $401,000.

         The certificates of deposit are for one-year terms and are
automatically renewable for an additional year. The certificates of deposit bear
varying rates of interest based on the date of the establishment of the
certificates of deposit.

         Net cash provided by operating activities was $1,241,242 and $920,265
for the six (6) months ended June 30, 1999 and 1998, respectively. Net cash
provided by operations during the six (6) months ended June 30, 1999 primarily
consisted of an increase in accruals and accounts payable offset by a net
operating loss. Net cash provided by operations during the six (6) months ended
June 30, 1998 primarily consisted of net income from operations and increases in
accruals and accounts payable and deferred income taxes, and depreciation and
amortization, offset by increases in accounts receivable and prepaid expenses
and other assets.

         Net cash used in investing activities was $479,875 and $744,520 for the
six (6) month periods ended June 30, 1999 and 1998, respectively. In the six (6)
months ended June 30, 1999, the Company utilized $111,833 to purchase certain
fixed assets and $368,042 was related to the acquisition of Fi-Scrip. In the six
(6) months ended June 30, 1998, the Company utilized $444,520 to purchase
certain fixed assets and $300,000 to invest in certain interest bearing
deposits.

         Net cash provided by financing activities was $283,947 for the six (6)
month period ending June 30, 1999. In the six (6) months ending June 30, 1999,
the Company received proceeds of $266,947, net of payments, from the Line of
Credit and $17,000 from the exercise of stock options by a former consultant.
Net cash used in financing activities was 76,250 for the six (6) month period
ending June 30, 1998. In the six (6) months ended June 30, 1998, the Company
made $290,000 in payments on the Line of Credit, offset by proceeds related to
stock options exercised of $213,750.

         The Company's business plan contemplates continued expansion of
operations from such increased operational capacity and to acquire additional
and upgraded equipment and software based on future perceived needs by
management. There can be no assurances that the Company will be able to generate
business sources to utilize existing operational capacity or that the Company
will generate sufficient positive cash flow or develop additional sources of
financing to continue the Company's business plan of growth and expansion.


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<PAGE>


YEAR 2000 DILEMMA AND COMPLIANCE

         One of the major challenges facing the consumer financial data
processing services industry is the problem of Year 2000 ("Y2K") compliance. The
Y2K dilemma deals with the underlying fact that many existing computer programs
use only two digits to identify a year in the date field. These programs were
designed and developed without considering the impact of the upcoming change in
the 21st century. If not corrected, many computer applications could fail or
create erroneous results by January 1, 2000. The Y2K dilemma affects virtually
all companies and organizations, including the Company.

         Over the past few years, the Company has attempted to actively address
the Y2K dilemma. The Company has had in place a project plan (the "Y2K Plan")
and project team reviewing all hardware and software, as necessary. The Company
anticipates its total investment in Y2K compliance will reach approximately
$445,000. The Company has already made a significant portion of the investment
needed to address the Y2K dilemma. As of the date of this Report, the cost to:
(i) acquire, install and implement these new software systems have been an
aggregate of approximately $247,000; and (ii) acquire new hardware has been
approximately $8,000. The Company has also instituted policies and procedures
that require all new hardware and software acquired or licensed by the Company
to be Y2K compliant. As of the date of this Report, the Company has completed
testing and believes that all of its primary operating hardware and mission
critical systems to be Y2K compliant. It is management's opinion that any
remaining Y2K issues are not significant and should be able to be funded through
normal operating revenue and income. The Company estimates that until the
Company has completed implementation of the Y2K Plan, the Company anticipates
expending an additional $165,000, which is estimated to include $50,000 in
software, $5,000 in new hardware and $110,000 on other aspects of the
implementation of the Y2K Plan. The anticipated source of funds for such
expenditures is expected to be working capital generated from operations of the
Company. However, no assurance can be given that the goals for the Y2K Plan can
be achieved, and if achieved, that the amount necessary to achieve such goals
will be limited to the amounts set forth above or that the amounts will be
generated from operations.

         To address the Y2K problem, the Company has installed newly acquired
banking software systems, licensed from Kirchman, an unaffiliated third party,
that management believes has provided a solution to the Company's Y2K compliance
issues. The Company's new banking software is certified by Kirchman as "fully
Y2K compliant." These software upgrades are system and application functional
upgrades. However, no assurance can be given that all Y2K issues have been
solved by the acquisition of this software.

         The Company has worked to develop extensive contingency plans to manage
the Company's ongoing operations, if any systems do not function correctly on or
after January 1, 2000. The Company has a contract with IBM for a "Hot Site" at
IBM's Business Recovery Center ("BRC") in Boulder, Colorado for disaster
recovery and off-site testing. The BRC maintains facilities, hardware and
software, that is identical to the Company's current hardware and software
configuration. The Company's disaster recovery specialists perform disaster
recovery tests at these facilities every year. In addition to the Company's
normal disaster recovery tests, the Company used the facilities both in Dallas,
Texas and Boulder, Colorado, in November, 1998, for a combined Y2K and disaster
recovery test. This allowed the Company to successfully test all core business
systems in a true production environment. The Company again used the IBM
Business Recovery Center in Dallas, Texas and Boulder, Colorado, on April 6,
1999 for additional testing of its credit card system. These facilities serve as
a contingency backup facility in several of the Company's Y2K disaster
scenarios, including disrupted utilities and telecommunications services in the
Abilene, Texas area. Other contingency plans include agreements with several
suppliers for materials and support, ranging from computers and other hardware
to software support to power generators.


                                       30
<PAGE>


         Management believes that the Company's practice of equipment and
software upgrades provides existing and potential customers with a commercially
attractive means of addressing their Y2K compliance problems through outsourcing
these services to the Company. The Company's new banking software is certified
and fully Y2K compliant and, therefore, a solution for banks facing this
processing crisis. However, no assurance to this effect can be given. The
Company has also set up a guest machine, or guest operating system, on its
mainframe computer, using "date rolling software." The guest operating system
utilizes its own dedicated hardware and files, without having any impact on the
true production environment. The guest operating system processes the same
operations as the true production system, only at an advanced date. By utilizing
the guest system, the Company is able to identify potential "day-date" related
system failures far enough in advance to address and correct any date related
problems on the true production system.

         Many prospective and existing customers which face the Y2K dilemma must
comply with numerous required regulatory mandates, including, regulatory exams
and audits supervised by the FDIC, the Office of the Comptroller of the Currency
of the United States (the "OCC"), and state regulatory agencies, external audits
by independent third party auditors, proper disaster recovery planning and
testing, installation of proper procedures and controls, insurance that key
personnel are properly backed up so that reliance on key individuals for
services are not interrupted and a host of other issues. The removal of these
overhead burdens from the Company's existing and prospective customers is a
significant marketing opportunity for the Company.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         The Financial Accounting Standards Board ("FASB") recently issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which is currently required to
be adopted as of December 31, 2000. SFAS No. 133 establishes standards for
reporting financial and descriptive information regarding derivatives and
hedging activity. Since the Company does not have any derivative instruments,
this standard will have no impact on the Company's financial position or results
of operations.

         The American Institute of Certified Public Accountants ("AICPA")
recently issued Statement of Position 98-1, "Accounting for the Cost of Computer
Software Developed or Obtained for Internal Use," which provides guidance
concerning recognition and measurement of costs associated with developing or
acquiring software for internal use. In 1998, the AICPA also issued Statement of
Position 98-5, "Reporting on the Costs of Start-Up Activities," which provides
guidance concerning the costs of start-up activities. For accounting purposes,
start-up activities are defined as one time activities related to opening a new
facility, introducing a new product or service, conducting business in a new
territory or with a new class of customer, initiating a new process in an
existing facility, or commencing some new operation. Both pronouncements are
effective for financial statements of years beginning after December 15, 1998,
with earlier adoption encouraged. Management does not believe the adoption of
these pronouncements will have a material impact on the financial statements.

         The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 128 (SFAS No. 128), "Earnings Per Share,"
which is effective for financial statements issued for periods ending after
December 31, 1997. SFAS No. 128 requires public companies to present specific
disclosure of basic earnings per share and, if applicable, diluted earnings per
share, instead of primary and fully diluted earnings per share based on the
dilutive impacts of outstanding stock options or other convertible securities.
There was no material difference between reported earnings per share and diluted
earnings per share for the periods presented in the Company's financial
statements.


                                       31
<PAGE>


         FASB recently issued SFAS No. 130, "Reporting Comprehensive Income,"
which is required to be adopted for financial statements issued for periods
beginning after December 15, 1997. This statement establishes standards for the
reporting and display of comprehensive income and its components. Comprehensive
income is defined as revenue, expenses, gains and losses that, under generally
accepted accounting principles, are included in comprehensive income, but
excluded from net income (such as extraordinary and non-recurring gains and
losses). SFAS No. 130 requires that items of comprehensive income be classified
separately in the financial statements. SFAS No. 130 also requires that the
accumulated balance of comprehensive income items be reported separately from
retained earnings and paid-in capital in the equity section of the balance
sheet. SFAS No. 130 is not anticipated to have a material effect on the
Company's financial position or results of operations.

         FASB recently issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which is required to be adopted for
financial statements issued for periods beginning after December 15, 1997. SFAS
No. 131 is not required to be applied to interim financial statements in the
initial year of application. SFAS No. 131 requires that financial and
descriptive information about operating segments be reported. Generally,
financial information will be required to be reported on the basis that it is
used internally for evaluating segment performance and deciding how to allocate
resources to segments. SFAS No. 131 is not anticipated to have any effect on the
Company's financial position or results of operations.

                           PART II - OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES.

         The Company did not issue any unregistered securities during the
quarter ended June 30, 1999.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         The Company's stockholders did not adopt any resolutions at a meeting
or by written consent during the quarter ended June 30, 1999.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)  Exhibits
              --------

         27.  Financial Data Schedule

         (b)  Reports on Form 8-K
              -------------------

         The Company did not file any Reports on Form 8-K during the quarter
ended June 30, 1999.


                                       32
<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE

         The Company is currently subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549; at its New York
Regional Office, Suite 1300, 7 World Trade Center, New York, New York, 10048;
and at its Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and copies of such materials can be obtained from the
Public Reference Section of the Commission at its principal office in
Washington, D.C., at prescribed rates. In addition, such materials may be
accessed electronically at the Commission's site on the World Wide Web, located
at http://www.sec.gov.


                                       33
<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Securities and Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                COLUMBIA CAPITAL CORP.


         Dated: August 13, 1999                 By:  /s/ Kenneth A. Klotz
                                                     ---------------------------
                                                     Kenneth A. Klotz
                                                     President


         Dated: August 13, 1999                 By:  /s/ Charles La Montagne
                                                     ---------------------------
                                                     Charles La Montagne
                                                     Chief Financial Officer


                                       34